Terms of Service

Who we are and these terms

The Service (defined below) is provided by Opelli s.r.o., registered seat at Nové sady 988/2, Staré Brno, 602 00 Brno, Czech Republic; Company ID (IČO): 29850762; DUNS: 351787000; registered in the Commercial Register kept by the Regional Court in Brno, Section C, File 153188. You can reach us at legal@opelli.dev.

These Terms, together with our Privacy Policy and — where the Service is used to process personal data on your behalf — our Data Processing Agreement, govern your use of the Service. If you do not agree with them, you must not use the Service.

Opelli is intended for use by businesses and professionals in the course of their trade or profession. It is not directed at consumers.

Language versions. These Terms are published in English and in Czech. Both versions are equally authentic, each for its own audience: for Customers with their registered seat or principal place of business in the Czech Republic, the Czech version governs; for all other Customers, the English version governs. The two versions state the same terms, and a reference to these Terms means the version that governs for you.

Definitions

• “Service” means the Opelli software-as-a-service platform, including the web application, the API and MCP (Model Context Protocol) server, the marketing site at opelli.dev, and any related documentation, made available at opelli.dev, on tenant subdomains (e.g. your-org.opelli.dev) or on a custom domain.
• “Account” means the tenant workspace provisioned for your organization and the individual user accounts within it.
• “Authorized User” means an individual you invite to your Account (an administrator, team member, contractor, or an external guest with limited access).
• “Customer Content” means all data, text, files, and other material that you or your Authorized Users submit to, or generate within, the Service — including projects, tasks, wiki pages, time entries, CRM records, orders and their payment records, mailing lists, form responses and compliance records.
• “Personal Data” has the meaning given in the EU General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”).

The Opelli service

Opelli is a modular company-operations platform. Its modules — Projects, the project Wiki, Tasks, Planning, Time, People, Customers (CRM), Orders, Finance, Marketing, Sites, Forms, Compliance and Audit — operate over a shared set of projects, people and permissions, with project chat and notifications alongside them. The Service also exposes a permission-scoped API and an MCP server so that scripts and AI assistants you connect can act within the Service on your behalf, bounded by the same permissions that govern the web application.

Microsite version history. Each site published from the Service keeps its most recent ten (10) versions, together with the version currently published, which is always retained regardless of age. Older versions, including their files, are deleted automatically — from the Service and from its hosting and storage providers alike. The currently published version of a site is never deleted by this rule.

We may add, change, or remove features over time. We aim to give reasonable notice of material changes that reduce core functionality, but the Service is provided on an evolving basis and we do not guarantee that any specific feature will remain available.

Availability and changes

Opelli is an actively developed product. We add, change and occasionally retire features, and we maintain and update the Service. Where a change would materially reduce functionality you rely on, we will give you reasonable advance notice.

• the Service is provided without a specific service-level or uptime commitment, unless we have agreed one with you in writing;
• we may modify, suspend or discontinue all or part of the Service, with such notice as is reasonably practicable, and we schedule planned maintenance to limit disruption where we can;
• you should retain your own copies of any Customer Content that matters to you, and use the Service's export tools — markdown export for wiki content, and the API for the rest.

Where we make an evaluation, trial or other free access available, we may change or end it at any time.

We value your feedback; how we may use it is described in section 11.

Accounts and eligibility

Access to the Service requires signing in with a Google or Microsoft account (OAuth / OpenID Connect), as enabled for your Account; we do not operate a separate password system. Only email addresses that have been invited to an Account may sign in. You are responsible for:

• ensuring the accuracy of the information in your Account;
• maintaining the security of the sign-in accounts and any API keys or access tokens used to reach the Service, and for all activity that occurs under them;
• promptly notifying us of any unauthorized access or use.

Each Account has at least one administrator who manages Authorized Users, roles and permissions. You are responsible for the acts and omissions of your Authorized Users as if they were your own.

Service communications. The Service sends Authorized Users operational messages about activity in their Account — for example a task assigned to them, a comment on their work, a time statement awaiting their review, or a page shared with them — as a chat message where the Account has a chat platform connected, and otherwise by email to the address they sign in with. These messages are part of the Service and are not marketing; they are on by default, and each user can switch them off — by category or entirely, including whether email may carry them at all — under Settings → Personal → Notifications. We may also email Account administrators about the Service itself, such as releases, planned maintenance and security notices; those are administrative notices under section 20, not marketing.

Your content and your responsibilities

As between you and us, you retain all rights in your Customer Content. You grant us a worldwide, non-exclusive licence to host, store, process, transmit and display Customer Content solely as necessary to provide and maintain the Service, to prevent or address technical or security issues, and as otherwise instructed by you.

You are responsible for your Customer Content and for how you use the Service. In particular, you represent and warrant that:

• you have all rights, consents and lawful bases necessary to submit Customer Content — including Personal Data about your team members, contacts, mailing-list recipients and form respondents — to the Service and to have it processed as described in these Terms and our Privacy Policy;
• your use of the Service, and your Customer Content, comply with all applicable laws, including data-protection, marketing and anti-spam laws (e.g. you have a lawful basis to send the email campaigns you create, and you honour unsubscribe requests);
• your Customer Content does not infringe the rights of any third party.

Where you use the Service to process Personal Data, you act as the controller and we act as a processor on your behalf. That relationship is governed by our Data Processing Agreement and described in our Privacy Policy.

Acceptable use

You agree not to, and not to permit any Authorized User or third party to:

• use the Service for any unlawful, harmful, deceptive, or infringing purpose, or to send unsolicited or unlawful communications;
• upload malware, or attempt to gain unauthorized access to the Service, other accounts, or the systems or networks connected to the Service;
• probe, scan, or circumvent the Service's security, authentication, permission or rate-limiting mechanisms, including via the API or MCP server;
• reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent this restriction is prohibited by applicable law;
• resell, sublicense, or provide the Service to third parties except to your own Authorized Users, or use it to build a competing product;
• use automated means (including connected AI agents) in a way that places an unreasonable load on the Service or exceeds documented rate limits.

Our Acceptable Use Policy sets this out in full and forms part of these Terms. It states what is prohibited, what volumes of use are fair — including for an Account inside its free seats — which limits the Service enforces today, which limits we reserve the right to apply with notice, and the order in which we act. Where that Policy and this section differ on a point it covers specifically, that Policy governs.

We may investigate suspected violations and may suspend or limit access to protect the Service, our users, or third parties.

Third-party services and integrations

The Service interoperates with third-party services, some at your option — including Google (sign-in and email relay), Microsoft (sign-in, where your Account enables it), Toggl (time-tracking sync you connect per user), Mattermost or Slack (the chat platform your organization runs), GitHub (repository webhooks), and public registries such as the Czech ARES business register. Your use of any third-party service is governed by that provider's own terms and privacy policy. We are not responsible for third-party services, and their availability or behaviour is outside our control. Where you connect a third-party integration, you authorize the Service to exchange data with it as needed to provide the feature.

Fees and payment

Fees for the Service are those set out in the plan you select or otherwise agreed with you in writing, and are invoiced for the billing period you choose. Unless stated otherwise, fees are exclusive of applicable taxes (including Czech VAT where applicable).

Seats. Opelli is sold per seat. A seat is an Authorized User whose account is in the Active state at the time of the daily billing check, and the first three seats of every Account are free, for as long as the Account exists. There is no separate free plan to sign up for and no upgrade step: an Account with three people pays nothing and has every module, and the fourth person is charged at the published rate. External guest accounts never count as seats. Deactivating a user releases their seat immediately, and that person's work — their tasks, time entries, comments and everything recorded under their name — stays in your Account untouched, so you can reactivate them for the next engagement.

What “releases” means depends on your billing period, and we would rather say so than let you find out. Adding a seat is billed pro rata from the day it becomes active, on either period. Releasing one is not symmetrical: on monthly billing, a released seat stops being charged for from that day, pro rata; on a prepaid annual term, the seats you have paid for are yours for the term, so releasing one produces no refund or credit — it makes the seat immediately reusable capacity that you can activate somebody else into, at no extra cost, for the rest of the term. Either way you never pay twice for one seat, and either way the released seat is available the moment you deactivate, not at the next billing date.

Add-ons. Where you need more than your seats include — extra storage, extra published sites, extra campaign recipients, or unlimited audit retention — you can buy an add-on. Add-ons are priced monthly, and only monthly. Buying one is a separate order and a separate monthly subscription: it is not a line on your seat subscription, whatever billing period that runs on, and it renews each month until you cancel it. Cancelling an add-on takes effect at the end of the month you have already paid for, never part-way through one — you paid for that month and you keep it — and the allowance it provides drops from the next period.

A payment method is required, including where nothing is payable. Every Account provides a valid payment card when it is created, and that includes an Account that expects to pay nothing because it stays within its free seats. You authorize us and our payment processor to charge that card for all fees that fall due — automatically, for each billing period, from the point the Account uses more than its free seats, buys an add-on, or incurs metered usage — and you agree to keep a valid card on file for as long as the Account exists.

Payments are processed by Stripe. Card details are collected and held by Stripe; we never receive or store your card details. Your payment is also subject to Stripe's own terms, and Stripe handles the payment data under its own privacy terms for that purpose. If Stripe declines or reverses a payment, the amount remains due.

We issue the tax document ourselves. Your invoice is issued by Opelli s.r.o. as a Czech tax document (daňový doklad), with the identifiers a Czech accountant needs. Any receipt or confirmation email sent by the payment processor confirms that a payment was taken and is not the tax document. No invoice is issued for a billing period whose total is zero — an Account inside its free seats simply receives none.

Price changes. If we change our pricing, we will give you advance notice and the opportunity to review the applicable pricing and terms before any change applies to you; continued use after a change takes effect, or express acceptance of a paid plan, constitutes agreement to pay. Where an evaluation, trial or other free access is provided, no fees apply for that access and we may change or end it at any time.

Questions about an invoice can be raised with us at legal@opelli.dev within 30 days of its date. We will not suspend an Account under section 10 over an amount you have disputed in good faith while we are still working it out with you.

Non-payment, suspension and reinstatement

If a payment fails, nothing is deleted. What happens instead is set out below, in order, and you will hear from us at each step. Notices go by email to the Account's administrators and to any billing contact you have given us.

1. We tell you, and the payment is retried. We notify you that the charge failed, and the payment processor retries it over the following days. You can update the card at any time; a successful payment ends the process here and nothing further happens.
2. After 14 days the Account is suspended. If the amount is still outstanding 14 days after the first failed payment, we suspend the Account. Nobody can sign in; API keys and connected agents stop working; the Account stops serving, including public pages published from it such as forms, microsites and the privacy centre. All Customer Content is retained, intact and unchanged. Suspension is not deletion, and nothing is removed at this step.
3. Paying reinstates the Account. Once the outstanding amount is paid, we resume the Account and it is exactly as you left it — the same data, the same users, the same permissions, the same address. Suspending and resuming an Account are ordinary operations of the platform, not a restore from backup: there is nothing to reconstruct and nothing that is reconstructed approximately.
4. Deletion is last, and it is announced. We may delete a suspended Account and its Customer Content no earlier than 90 days after suspension, and only after giving the Account's administrators at least 30 days' written notice at the addresses we hold for them. Until deletion has actually happened, everything above still stands: paying reinstates the Account.

You can take your data out at any point before deletion, including while the Account is suspended. Ask us at legal@opelli.dev and we will either provide an export or restore access for long enough for you to run the exports yourself: wiki content exports as markdown, and everything else through the API. The same applies to an Account you have cancelled.

Cancelling. You may cancel a paid plan at any time. Cancellation takes effect at the end of the period you have already paid for, and fees already paid are not refunded for the unused part of that period unless we agree otherwise or the law requires it. At the end of that period the Account does not disappear. If it is within its free seats by then, it carries on using them at no charge; if it still has more seats than that and no valid payment, it is an Account with an amount outstanding and the steps above apply to it in the same way. An add-on subscription is cancelled separately, and on the same terms — end of the month you have paid for, allowance from the next period — as set out in section 9. You may also close the Account outright at any time under section 14.

Suspension for reasons other than non-payment — a security risk, a breach of these Terms, or a legal requirement — is dealt with in section 14.

Intellectual property and feedback

The Service, including all software, design, text, and trademarks (other than Customer Content), is owned by Opelli s.r.o. or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms. No rights are granted to you other than those expressly set out here.

If you give us feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or obligation to you. Feedback is given voluntarily and is not your Confidential Information.

Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential (“Confidential Information”). The receiving party will use the other's Confidential Information only to perform under these Terms and will protect it with at least reasonable care. Customer Content is your Confidential Information. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party; and either party may disclose Confidential Information where required by law, giving reasonable notice where lawful.

Privacy and data protection

Our handling of Personal Data is described in our Privacy Policy. Where we process Personal Data on your behalf as a processor, the Data Processing Agreement applies and forms part of these Terms; it sets out the subject-matter and duration of processing, our obligations under Article 28 GDPR, the sub-processors we use, the security measures in place, and how we assist you with data-subject requests and breach notification. If you require a signed copy of the Data Processing Agreement, contact privacy@opelli.dev.

Term, suspension and termination

These Terms apply for as long as you use the Service. You may stop using the Service and close your Account at any time. Suspension, reinstatement and deletion where an amount is unpaid are governed by section 10; this section covers everything else.

We may suspend or terminate your access, in whole or in part, if: (a) you materially breach these Terms and, where the breach is capable of cure, do not cure it within a reasonable period after notice; (b) your use poses a security risk to, or may adversely affect, the Service or others; or (c) we are required to do so by law. Where practicable and lawful, we will give notice before suspending or terminating.

On termination, your right to use the Service ends. For a limited period after termination (unless prohibited by law or our legitimate interests require otherwise), we will make Customer Content available for export; after that period we will delete or de-identify Customer Content in accordance with our Privacy Policy and Data Processing Agreement, subject to routine backup rotation. Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification and governing law) will survive.

Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage. We do not warrant that the Service will be uninterrupted, error-free, or secure, or that it will meet your requirements.

Limitation of liability

To the maximum extent permitted by applicable law:

• neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or relating to the Service or these Terms, even if advised of the possibility;
• Our total aggregate liability arising out of or relating to the Service or these Terms will not exceed the greater of (a) the total fees you paid to us for the Service in the twelve months before the event giving rise to the claim, or (b) EUR 100.

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be limited or excluded under applicable law.

Indemnification

You will defend, indemnify and hold harmless Opelli s.r.o. from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Content; (b) your use of the Service in breach of these Terms or applicable law; or (c) your breach of your data-protection obligations as controller. We will notify you of the claim, give you control of the defence (with our right to participate through our own counsel), and reasonably cooperate; you may not settle a claim in a way that imposes obligations on us without our consent.

Changes to the service and these terms

We may update these Terms from time to time. If we make material changes, we will provide reasonable notice — for example, by posting the updated Terms with a new effective date at this address, or by notifying Account administrators. Changes take effect on the stated effective date. Your continued use of the Service after that date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service before the changes take effect. Prior versions are superseded but remain identifiable by their version number and date.

Governing law and disputes

These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of the Czech Republic, without regard to its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the courts of the Czech Republic, with the court competent for the registered seat of Opelli s.r.o. having local jurisdiction where permitted by law. Nothing in this section deprives a party of protection afforded by mandatory provisions of the law applicable to it.

General

Entire agreement. These Terms, together with the Privacy Policy and (where applicable) the Data Processing Agreement, are the entire agreement between you and Opelli s.r.o. regarding the Service and supersede any prior agreements on that subject.

Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets, on notice to you.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will stay in effect.

Waiver. A failure to enforce a provision is not a waiver of it.

Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

Notices. We may give notice by email to your Account administrator or by posting within the Service; you may give notice to us at the contact address below.

Contact